Walt Disney Co 8-K

What Happened

• The Walt Disney Company filed an 8‑K reporting a planned leadership transition: Josh D’Amaro (currently Chairman, Disney Experiences) was appointed Chief Executive Officer effective March 18, 2026. Robert A. Iger (current CEO) will become Senior Advisor to the Board effective the same date and is expected to remain a Board member through December 31, 2026 (the “Iger Transition Date"), subject to shareholder vote at the 2026 annual meeting. The Board expects to elect D’Amaro to the Board and to its Executive Committee after the 2026 annual meeting.
• The company also appointed Dana Walden (currently Co‑Chairman, Disney Entertainment) as President and Chief Creative Officer effective March 18, 2026, under a content‑focused employment agreement through March 17, 2030.

Key Details

• Josh D’Amaro compensation: $2,500,000 base salary; annual bonus target = 250% of base; annual long‑term incentive (LTI) target = $26,250,000 (Committee may adjust); one‑time LTI recommended = $9,705,000. D’Amaro will be eligible for standard executive benefits, relocation, and the Executive Severance Plan.
• Dana Walden compensation and term: $3,750,000 base salary; annual bonus target = 200% of base; annual LTI target = $15,750,000; one‑time LTI recommended = $5,260,000; employment term through March 17, 2030. Her agreement includes customary creative‑executive termination protections and potential vesting/exit benefits.
• Executive Severance Pay Plan: approved Feb 2, 2026 — provides severance on involuntary termination without “cause” or resignation for “good reason.” Benefits include 2.5x annual base salary for the CEO (2x for other participants), prorated year‑of termination bonus, prior‑year unpaid bonus, and 18 months of continued health benefits. Equity awards receive pro‑rata or performance‑based treatment per plan terms.
• Iger’s role & governance notes: as Senior Advisor he will report exclusively to the Board, will remain a director (subject to the 2026 vote) through Dec 31, 2026, and will step down from the Board’s Executive Committee after the 2026 annual meeting.

Why It Matters

• Leadership change at the top is material for investors because the CEO and President/CCO roles shape strategy across parks, studios, streaming and other businesses. The filing spells out compensation and incentive packages that affect executive alignment and potential near‑term cash and equity expense.
• The Executive Severance Plan formalizes termination‑related payments and equity treatment, which could affect the company’s cash and equity dilution in certain exit scenarios. Robert Iger’s transition to a Board‑reporting Senior Advisor role and his continued board membership through year‑end provide an interim continuity mechanism during the transition.